Question to candidates: Gross Conflicts of Interest

Community Elections and Referendums
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Hello all,

I want to ask some questions about conflicts of interest that I have observed at the Foundation.

I understand that in a tightly-knit group such as the GNOME Foundation, appointments can be made that look like nepotism at first glance. That’s unavoidable due to the small pool of known-good candidates, since most of the Foundation members are not interested in being actively involved in the running of the Foundation.

However, it seems that over time this situation has corroded some fundamental principles around conflict of interest. Specifically: you must not place people into positions where they can abuse their power to favor people close to them in ways that jeopardize the Foundation.

We have some guardrails around this (such as around affiliation requirements), but in general you cannot prevent all bad behavior through rule-making, and the threat of penalties must be present to keep people in line.

Questions: What kind of penalties would you consider appropriate for gross conflicts of interest? Would you consider banning violators from holding positions at the Foundation?

I will give the example I am thinking of, with some follow-up questions to this.

During the recent years when the Foundation was looking to hire an ED, the hiring committee contained the partner of a prominent Foundation staff. To lay out the conflict clearly: this person was in a position to influence the hiring of the boss of their partner.

This person should’ve immediately made their conflict of interest clear and refused the appointment. They did not. I do not know if the Board at the time was aware of this conflict of interest, but setting aside what actions the Board should’ve taken, this is clearly a disqualifying offense.

Would you support disqualifying this member from being a Director and being on any committee thereafter?

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I think it is important to distinguish between a connection or relationship and a conflict of interest.

A relationship can create a potential conflict of interest, but it does not automatically follow that misconduct occurred or that the person should be disqualified from future service. The relevant questions are:

  • Was the relationship disclosed?
  • Were the appropriate people aware of it?
  • Were any recusal or mitigation measures considered?
  • Is there evidence that the individual used their position to improperly influence the outcome?

In the example you describe, the existence of a personal relationship raises legitimate questions about whether additional safeguards should have been applied. However, I would be cautious about calling it a “clearly disqualifying offense” based solely on the existence of that relationship.

Conflicts of interest policies are generally intended to manage situations where personal interests could affect judgment. The mere presence of a potential conflict is not usually treated the same as an abuse of power. What matters is whether the conflict was disclosed and handled appropriately.

For that reason, I would not support automatic disqualification from serving as a Director or committee member solely because such a relationship existed. I would consider stronger sanctions only if there were evidence of deliberate nondisclosure, refusal to follow conflict-of-interest procedures, or actual misuse of authority to benefit someone close to them.

If the Foundation believes its current policies are insufficient, then it may be worth discussing clearer disclosure and recusal requirements. But I think any penalties should be based on demonstrated misconduct rather than on the existence of a relationship alone.

Edit: I would also distinguish between ordinary conflicts of interest and situations that could amount to misuse of a charitable organization for private benefit.

For example, if members of the Board, officers, or committee members were to use their positions to direct Foundation resources, contracts, compensation, or other financial benefits toward themselves, their relatives, or close associates without proper safeguards, that would be substantially more serious than merely having a relationship that creates a potential conflict.

In some jurisdictions, including France (the one I know very well), people might compare such behavior to a form of diversion of an organization’s assets or resources from its charitable purpose. For a U.S. 501(c)(3) organization, similar concerns arise when insiders receive improper private benefits or when charitable resources are used for personal gain rather than the organization’s mission.

In those cases, strong sanctions could be justified, including removal from positions of responsibility and restrictions on future service, because the issue is no longer simply a potential conflict of interest but a misuse of authority that may hurt the Foundation itself.

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What kind of penalties would you consider appropriate for gross conflicts of interest? Would you consider banning violators from holding positions at the Foundation?

I agree with @gbernard here - it depends on the situation and the policy that’s in place. I also think the more important question is how to avoid conflicts from happening. There are some improvements that we can make in that area. In particular, our current policy is solely concerned with financial conflicts. I’ve actually been working on a new conflict of interest policy for the Foundation over the past few weeks, which covers a broader range of conflicts. I’m hoping that the new policy will be in place before the end of the election.

None of the conflict of interest policies I’ve seen cover committee members (see for example OSI’s or Wikimedia Foundation’s): they only apply to board members, officers, and key employees - essentially the holders of ultimate responsibility for decisions. My understanding is that that’s because most committees are advisory and don’t have powers of their own. Ultimately it’s up to the responsible decision maker (ED, board, etc) to ensure that a decision is in the best interests of the organisation.

That’s not to say that we couldn’t/shouldn’t have a policy that covers committee members, but it would require some thought, and I doubt it would be practical to have committee members do disclosures.

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To add some context:

@nirbheek this is factually correct with one missing piece of information. The staff member in question was also on the hiring / “search” committee. At least during my time.

The relationship between members of staff and hiring committee was not disclosed.

The partner in question was the one sending to the board the only candidate recommendation (Holly back then). I had just joined the board, after asking Rob (also on the hiring committee), I was assured Holly was the only viable candidate.

Richard who was a candidate at that time and eventually got hired as interim ED disproved that information publicly https://youtu.be/qOOlNvkggFI?si=i-QflccixVIOPger&t=950

To be clear, I have been removed from the board and I refused to sign a non disparagement agreement so I’m 100% free to speak about what happened there during my time which I do out of interest and care for the GNOME Foundation, project and community.

My opinion in case of interest:

It was the responsibility of the individuals on the board to search and find the new ED, it should have never been delegated to a committee. Specially after the previous fiasco.

I agree with both Allan and Guillaume so far.

As I said previously, most board members used to be very disengaged or burned. I suggest making sure that does not happen again, instead of editing policies to try and cover every possible edge case.

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The board made the final decision, after meeting with the candidate. What the committee did have was responsibility for running the search, reviewing and interviewing candidates, and making recommendations to the board. And there were some directors on that committee, so it’s not like the board and the committee were completely separate.

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Rob was the only foundation director in the committee
(at least at the time we received the recommendation). EDIT: confirmed during the whole lifetime of the committee.

Glad to hear we agree the board is responsible - please contribute; as board president; to make sure it holds up to its responsibility.

Allan was not a member of the board of directors nor the hiring committee at that time.

Thank you for your work.

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@sonny, I was referring to the hiring process in 2024-25 that led to Steven being appointed.

In either case, it’s pretty standard for ED search to be handled by a committee. Boards aren’t the place where work happens - that typically gets pushed out to committees and working groups, which then report back to the board.

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Hi Nirbheek, thank you for the question!

Overall, I will agree with most of what Guillaume and Allan have already said regarding the “case-by-case” nature of conflict of interest. It is true that the mere presence of a conflict of interest, or especially an apparent conflict of interest, isn’t necessarily an indication of bad behavior on its own.

However, I would like to temper that sentiment with the question of the community’s trust in the Foundation. Even if we assume that a real legal conflict of interest didn’t happen, the strong appearance of a conflict of interest (such as an individual running the committee that picks their spouse’s boss for over a decade) will corrode the community’s trust in the Foundation. Doubly so when the Foundation behaves as intransparently and controversially as it has in relatively recent memory.

That is incredibly dangerous to the health of the Foundation. People are not going to donate and financially support and entity that appears to have no structural protection in place against conflicts of interest. Thus I believe that we must not only avoid legal conflict of interest (the one that will lose us tax-exempt status) but also apparent conflict of interest (the one that will lose us the trust and support of the community).

This is true: rules existing doesn’t prevent people from breaking the rules. However, it is still important to have better rules, because otherwise there’s no standing to take action against bad behavior. That is, we can’t retroactively apply rules that didn’t exist at the time, so we need to make sure the rules are there so that we can enforce them going forwards.

I would say that it depends heavily on the circumstances.

Is it a real conflict of interest, in the legal sense, or an apparent conflict of interest in the colloquial sense? If it’s a real legal conflict of interest, the Foundation must prevent it from happening, and if it happens anyway take appropriate corrective action. If it’s an apparent conflict of interest, the Foundation could be more lenient though it must consider that should things go wrong it’ll look very bad.

If a conflict of interest occurred, what were the circumstances behind it? Intentional withholding of information? No rule that required disclosure in the first place? Accident? The severity here will determine appropriate action.

There’s also the aspect of recusal. People can and should recuse themselves from votes that may bring in a conflict-of-interest concern. For instance: a Director who happens to be the spouse of a staff member can recuse themselves from any votes related to staff or hiring, because otherwise they’d be voting on an issue that’s directly relevant to their family’s finances. If they do so, then I think it would be appropriate for them to remain a Director.

In short, there are all these factors that go into conflict of interest, and while I can see disqualification as an appropriate punishment in the case where these factors tell the story of someone intentionally violating the rules for personal gain, the reality is that most cases will not fall into this classification and so there are softer corrective actions available.

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Committees are advisory, yes, but that does not mean that they are without power. Especially when they are in charge of deciding where money gets to go. Just because there’s a responsible decision maker in the loop (i.e. the board), doesn’t mean that the committee presents that decision maker with enough information to be able to make a decision and check for the presence of conflict of interest.

The example Sonny brings up demonstrates this very clearly. The hiring committee that hired Holly presented the board with one option, and the board did not know about Richard’s availability. How would the board be able to assure that the decision is in the best interests of the organization when it is not presented with any options? Look at this from the board’s perspective: the Foundation really needed an ED, and this committee is reporting that there’s only one available candidate and it’s Holly. Given that framing, the “best interest” of the organization would obviously be to hire Holly. However, that committee removed the board’s ability to decide that, perhaps, the best interest of the organization would have been to hire Richard instead!

To be clear: I’m not saying that this is the case, or that Holly was a bad hire, or anything like that. I wasn’t in the room and am not really interested in relitigating all of that. However my point is that the committee does hold power in such a way that the board would not be able to responsibly make sure that a conflict of interest didn’t occur. The committee can limit the information given to the board, and make it act just like a rubber stamp.

EDIT: I was just informed that Richard might have actually dropped out of the hiring process at the time, and thus was technically not available as a candidate for hire. As I said in the original response: I wasn’t in the room and am not very interested in relitigating exactly what happened. My point still stands: a committee with a conflict of interest could absolutely undermine the board’s ability to detect that conflict of interest and act on it. Thus we cannot generally say that conflict of interests on committees are a non-issue because the board will sort it out.

The solution here isn’t necessarily to enforce a conflict of interest policy for committees. The board could demand that the committee’s recommendation comes in the form of “top 3 candidates”, for instance, ranked in the committee’s order of preference along with an explanation for each candidate’s position. Then the board would at least have enough information available to effectively make a decision that has a chance of catching and defending against conflict-of-interest on the committee.

Though, I would still actually prefer that we enforce a conflict-of-interest policy (including defenses against apparent conflict of interest) for committees that have significant impact on community trust. That certainly includes committees that are responsible for decisions about where to spend money, which includes hiring decisions.

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I feel like a few clarifications are necessary, as we’ve got some mixed terminology going on. My understanding of the various terms and jurisdictions is laid out below, in case it helps anyone. I have looked at this… a lot… but I’m not a lawyer.

GNOME Foundation Policy

Recognize that, while the GNOME Foundation’s Conflict of Interest policy certainly matters, it isn’t the law. I’m grateful to hear Allan say that the Conflict of Interest policy is in the process of extension, as there are certainly gaps, but this is not the highest authority.

Policy will never be a replacement for hiring competent lawyers familiar with the relevant laws.

Conflict of Interest

For purposes of IRS and California nonprofit law, Conflicts of Interest are generally concerned with financial interests, compensation, transactions, and other situations where a person may obtain a private benefit. This could include an employee being hired, an employee retaining their position, or an employee/director/contractor abusing their influence or direct access to provide money to themselves or a family member.

In certain situations, a Conflict of Interest is a risk to the individual(s) in question. In others, it can expose the Foundation to significant legal and regulatory risk, including risks to its tax-exempt status. Under most circumstances, both.

The Foundation cannot simply define conflicts out of existence, now or in the past; ultimately regulators and courts may review whether a transaction complied with applicable law. “Applicable laws” include federal laws governing Excess Benefit Transactions, Section 501(c)(3) of the Internal Revenue Code, US Treasury Regulations, California Corporation Codes 5231 (poor internal controls, etc.), 5233 (self-dealing), 5227 (49% rule for interested persons), etc.

It is my understanding that the California corporate law is more strict than federal nonprofit law and very much worth taking into consideration. In both cases, transactions benefiting family members are subject to strict scrutiny, disclosure, and recusal requirements.

IRS Law vs. Foundation Policy

None of the conflict of interest policies I’ve seen cover committee members

@allanday The absence of committee language in a Foundation policy does not mean committee members are exempt from conflict-of-interest concerns.

The California Corporate Code refers to committees in multiple places. Whether the Foundation explicitly mentions committees in its Conflict of Interest Policy isn’t the primary issue. Committee members should still recuse themselves to protect the Foundation.

Unmitigated vs. Perceived Conflict of Interest

Is it a real conflict of interest, in the legal sense, or an apparent conflict of interest in the colloquial sense?

@adrianvovk I think your use of “Apparent Conflict of Interest” breaks down into two categories:

  1. Unmitigated Conflicts of Interest: those which have not been properly disclosed, reviewed, or managed. If members believe there is an unmitigated conflict of interest, they should use the board’s new Concern Reporting Policy. Undisclosed or improperly managed conflicts of interest can represent a failure of board oversight and can create significant risk for the Foundation.
  2. Perceived Conflicts of Interest and Non-Arm’s Length Transactions. This is where business or transactions happen between friends. The law doesn’t forbid this, but it’s still best practice for close friends to recuse themselves from negotiation, review, hiring, and votes regarding non-arm’s-length transactions, to retain the trust of the membership.

Impaired Judgment

Beyond formal legal conflicts of interest, governance literature also discusses situations where personal relationships can impair independent judgment even when no financial interest exists.

Conflicted Parties (informal / colloquial)

If a board member votes in a way that is in service of personal friendships over the well-being of the Foundation, they are often considered a “Conflicted Party.” This isn’t a legal term. This also isn’t a financial conflict of interest — but it is bad governance. Relevant situations can include investigating wrongdoing, disciplinary action, etc.

Captive Board (informal / colloquial)

If a group of board members consistently votes to protect or benefit a close friend on the staff or board, ignoring objective evidence in the process, they are sometimes referred to as a “Captive Board” or “Captured Board.” This implies their votes are “captured” by personal relationships rather than independent judgment. Again, not a legal term. Again, this isn’t a financial conflict of interest. Just more bad governance.

Abdication of Fiduciary Duty

If a combination of the legal and governance failures listed above occurs, directors may face allegations that they have failed to satisfy their fiduciary obligations under California nonprofit law, and the resulting conduct may also attract scrutiny from federal regulators.

Keeping the Foundation safe requires accountability on the board’s part.

Preventing these kinds of systemic failures from occurring in the future is precisely why I’m so grateful to the present board for all the boring policy work they’ve accomplished this year. It’s potentially the difference between us having a Foundation and not.

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With that long preamble out of the way…

@gbernard As one of the former EDs alluded to, I’d like to answer the questions you posed:

Was the relationship disclosed?

Not to my knowledge.

It was not disclosed to me, and I am not aware of any disclosure to other candidates or the broader membership.

Were the appropriate people aware of it?

Board members were aware. Candidates were not. To my knowledge, members were not.

However:

Were any recusal or mitigation measures considered?

I was informed that multiple board members had concerns, that they requested Jonathan’s recusal, and that those requests were not accepted.

I was not present for those discussions.

Is there evidence that the individual used their position to improperly influence the outcome?

Unknown. This particular case rests with the board, the Concerns Reporting Hierarchy, and the Foundation’s lawyers. In the interest of Jonathan’s privacy (and the board’s autonomy), it’s best not to litigate this in public. If anyone has a specific concern, I recommend raising it with the board.

Jonathan has been transparent about his long-standing involvement in Executive Director searches, including helping interview every Executive Director, the immediate supervisor of his spouse, for 14 years:

I also have run the ED search committee, helping interview every ED for the Foundation since 2011.

Thank you, Jonathan, for being transparent about your portion of the story. Regardless of how the board ultimately evaluates the matter, members can decide for themselves what significance they attach to that history.

Speaking only for myself, I must admit I would not have accepted the ED position back in April of 2025, had I known about your relationship or the position it would put me in.

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Since this is addressed directly to me, I thought I’d best address it head on. To answer your specific question: Nirbheek, yes, of course, my relationship wasn’t a secret and the board members I worked with knew. I have to assume the board knew about it too, but you’d have to ask them.

I don’t know what people imagine this role involves, but the truth is this role was just a lot of hard administrative work. It takes 10-20 hours a week (peak) to run it and be involved, and it can run for up to six months. I will not speak about the details of any particular candidate or interviewer — that’s not fair for anyone involved and it’s not smart for the org — but some relevant information that might help demystify:

  • I always worked with a few liasons of the board, generally at their request.
  • The committee is made up of a combination of community members, board members, and staff. I’d have to go back and double check, but I don’t think we’ve ever had fewer than two board members and at half-board was typical.
  • The very first thing we do is have the board members explain to the rest what the board is looking for in an ED. The board also produces or approves a job description as well.
  • We have pretty strict anti-biasing rules built into the process. Once we have a direction from the board, we pull together competencies and collectively choose a full set of questions that we want to ask. This is a set of ~60 questions. These are assigned randomly to the committee to interview.
  • The idea is for each interviewer to ask questions about their areas, and score the candidate along a particular axis. Every axis has at least two people scoring, and sometimes we reach out to the candidate again if we get really mixed results. There are long discussions at the end where everyone goes through their interviews and we assess the candidate across these areas.
  • At the end of the process, the hiring committee sends a recommendation to the board with a list of candidates with the strengths and weaknesses that the committee found credible. At this point the board does its own interview and makes its own decision and our role is done. Some rounds we’ve sent up three or four candidates, other rounds, one or zero. We don’t “hide” candidates, but at times candidates will pull out of their own accord. That’s the nature of recruiting and hiring.
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I addressed you specifically since Sebastian had already referred to this situation in your candidacy thread, after which it felt artificial to continue to refer to “an individual” in the abstract.

Thank you for your response explaining the procedure you’ve been following.

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On the principle first: conflict-of-interest policies matter, and they matter most in a nonprofit. At the most basic level, when it comes to the allocation of financial resources, they are the internal control which protects the corporation (and its representatives) from punitive tax and, potentially, legal sanctions. You have to check a box for the IRS to show you have the policies in place. The policy can be pretty “mechanical” because you are simply translating the law into an internal process.

The next level is around trust and perception. For a public charity relying on people’s goodwill to steward resources well for the mission, this is very important. It’s common, and good, for policies to go beyond this “legally required” level and also address the perception of conflict of interest, and err on the side of caution for things to be flagged so that decision makers are aware of the relevant factors. This is a good thing too.

Beyond that, I think things get more subjective. Disclosing and being aware of people’s interests is very helpful, but given the defined gates when “money goes out the door” I think you reach a point where there are diminishing returns. More complex policies which seek to anticipate and prohibit certain configurations would become obstructive, or keep the right people from helping us to get the job done.

Is it a conflict of interest that a senior engineer who works at a corporation, whose commercial product roadmap includes GNOME functionality, to have a seat within the release team where they can influence what ships when? Or is it sufficient that they are one voice within many, and the others within the process are aware of the relevant interests? If a community member raises funds for GNOME using their expertise, but is also therefore uniquely qualified to carry out the work, is it prohibited for them to be one of the people who receives the funds? I hope not, and I wouldn’t want a policy that forced us into these directions.

GNOME is a small community (one which has helped to spark quite a number of marriages!) and its our connectivity to each other, to companies and other projects and experts in the space, which allows us to come together and make such amazing software with a fraction of the resources of our competitors. Structurally disqualifying people from taking part at any level, particularly in corners where the expertise is more scarce within the community, doesn’t help us to get anything done. (As a side note; I previously helped the board adjust the bylaws to allow directors from outside the membership, exactly to support this issue of bringing diversity of experience and independent voices into the board!)

When it comes to making spending decisions - awarding a contract, making a hiring decision - the “pointy end” of the policy comes into effect. Related parties are recused from the discussion, different individuals look at the decision and how it was reached, and can vote based on their individual judgement. We use, and did use (for STF, for GIMP, for the fellowships, …) legal advisers to check that these decision gates are sufficient, executed and recorded well.

For me, the hiring committee sits in this kind of category, because it has defense in depth from multiple participants from inside the community as well as outside, and it’s advisory: it recommends rather than appoints. By regulation the ED compensation has to be voted by the whole board, so the actual hiring decision and the use of resources sit entirely within the board’s processes. The conflict that a search committee needs to additionally handle is any relationship between its members and the applicants. Before serving on the board I was invited to the hiring committee in 2016/2017 and I recused myself from the entire committee when I became aware of an applicant with whom I had a personal connection.

On disclosure specifically: when the board appoints a committee, the members are often not in the room, so they can’t make a disclosure in that moment. For what it’s worth, I have been aware of Jonathan and Rosanna’s marriage since we met and at all times I served on the board, and I’m fairly sure the whole committee was aware too. Where I’d advise caution is the jump from “a relationship existed” to “a clearly disqualifying offence”. I’d support the distinction Guillaume drew: a relationship can create a potential conflict, but what matters is whether it was disclosed, whether the right people knew, whether mitigations were applied, and whether anyone actually used their position improperly to benefit from the decision. Sanctions should follow demonstrated misconduct, not the mere existence of a relationship.

So, to answer Nirbheek’s final question directly: I’d support clear disclosure and recusal requirements, extended to committees where that’s practical and proportionate, and proportionate consequences where someone fails to disclose or misuses their position. I wouldn’t support disqualifying someone from future service on the basis of a relationship that no policy covered at the time, and where the decision itself rested with the full Board.

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Thanks for this reply, Rob! I think the membership will appreciate your insight into the history, based on your involvement.

Everything you’re saying here makes a lot of sense.

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I must admit I have been struggling with this one. I think what bothers me about this question is that it is an accusation masquerading as a question. You’ve made an accusation against someone without determining whether there was actually a “gross” conflict of interest and we’re already at the “penalties” phase with the implication of impropriety.

Since I’ve been on the ED hiring committee, I can tell you that the process is pretty straightforward. You have applicants who apply, you interview them, you take notes, and then other people interview them and they take notes and then we decide together whether the candidate should go forward or not. Rinse and repeat. The committee gives the list to the board and they make the decision.

The hiring and search committee is simply that. We don’t control who shows up to apply for the ED, we don’t control who ends up being hired. That is all in the purview of the board.

Once the person is hired, they serve at the pleasure of the board, not the search committee. Once the hiring is complete, the team is disbanded with thanks from the board of directors.

It strains credulity that there is a way to influence this process to get a positive outcome on behalf of a staff member or anyone else. It also doesn’t consider that the staff members themselves have agency and self-advocacy.

I probably am coming off as blunt but we’ve had a trying week here and sometimes, it’s just best to be blunt. JRB has been doing this for 14 years and one could assume he continued because people trusted him. We expect people to handle roles like this with a high level of professionalism. Each of us have individual influence within GNOME - especially those of us who have been here for 25+ years. We have that because we’ve built trust with our community.

Us older people, like the young 'uns, have busy lives too: we’re lending our time and effort to go through the minutiae of leading an organization. It’s not glamorous work, and existing directors will tell you that the work can be extremely draining. We’re taking it upon ourselves to do this work because we care about the organization and its success.

to answer this question:
Would you support disqualifying this member from being a Director and being on any committee thereafter?

So to answer this question: as I said, it strains credulity that the hiring process could be influenced simply because it would require way too many factors to align to produce such a result.

The answer is rather prosaic but in the hiring process, I simply cannot see a way where a “gross conflict of interest” would go unnoticed. As you yourself pointed out:

Hope my stance is clear on this one.

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